Sarah is an acquaintance of lead singer Ben Gibbard. The narrator is the one that is dying. His wife is standing with him waiting for his inevitable death and he is saying that he knew death would come for one of them at some point. She shows her love by standing with him, and he asks her, "who's gonna watch you die?" because he will already be gone.

This song very nearly didn't make the album. Ben Gibbard said on his record label's website: "It stewed for a year and a half."

Gibbard (from his record label's website): "The song was inspired by a friend. She was walking with her husband one day and just burst into hysterical tears because she realized that one day one of the two of them would have to watch the other die."

In an article in Paste magazine, Gibbard wrote: "I feel that songwriters are held to a different standard than almost any other type of writer - some fans get genuinely upset if I admit that a song that they held close to their heart was not based on actual events in my life. Like 'What Sarah Said': I was never in a waiting room in a hospital waiting for news that somebody was going to die. I've been in hospital waiting rooms before, waiting for a doctor's appointment, and I got a sense of the general vibe of the room - not a joyous place - and I decided to set a song there."